Supplementary Terms

Last Updated: April 20, 2023

The Contentstack Supplementary Terms Agreement (“Supplementary Terms”), supplements and shall be integrated into the Master Services Agreement (“Agreement”)found here between Contentstack Inc. and its affiliates (“Contentstack”), a Delaware corporation having offices at 315 Montgomery St., Suite 909, San Francisco, CA 94104, and the entity identified as (“Customer”) in the EAP Agreement.

Contentstack may integrate and link a natural language processing tool driven by AI technology, with its Software through a product that is offered by third party AI providers and therefore is subject to separate terms and policies as referenced herein. The AI Integration will be used to provide automated responses to Customer queries and is intended to improve the overall Customer experience.

BY ACCEPTING THE SUPPLEMENTARY TERMS, CUSTOMER (WHETHER ONLINE, ELECTRONIC DOCUMENT OR PAPER) AGREES TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MAY NOT AND MUST NOT ACCEPT THE AGREEMENT AND MAY NOT USE ANY AI INTEGRATIONS MADE AVAILABLE BY CONTENTSTACK. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCIES, THE TERMS OF THIS SUPPLEMENTARY TERMS SHALL SUPERSEDE ANY PRIOR AGREEMENTS OR COMMUNICATIONS RELATING THERETO.

DEFINITIONS.

Capitalized words and expressions used in this Supplementary Terms which are not defined herein shall bear the meaning set out in the Agreement. For the purposes of these Supplementary Terms, the following terms shall have these meanings: 

“AI Integration” means any in-application feature(s) or functionality that is a natural language processing tool driven by AI technology, which is made available by Contentstack by linking an AI tool to Contentstack’s Software through the third party AI providers’ API, which is labeled as Contentstack AI Assistant powered by AI in the Software. The AI Integration utilizes data models trained by machine learning. 

1. DATA AND PRIVACY.

1.1 Input and Output; Customer Content. Through the use of the AI Integration, Customer may provide input to be processed (“Input”) and receive output generated and returned by the AI Integration based on the Input (“Output”) (collectively, “Customer Content”). Customer is solely responsible for the development, content, operation, maintenance, and use of Customer's Content. Customer will ensure that Customer’s Content and use of the AI Integration will not: (i) violate any applicable law; (ii) violate these Supplementary Terms, the Agreement or all applicable Policies, including but not limited to OpenAI’s Content Policy; Privacy Terms; Terms of Use; Sharing and Publication Policy; and Usage Policies; and Azure’s Code of conduct for Azure OpenAI Service; Terms of Use; Privacy and Security Terms (collectively the “OpenAI Policies”) or (iii) infringe, violate, or misappropriate any of our rights or the rights of any third party AI provider. Customer acknowledges that due to the nature of machine learning and the technology powering the AI Integration features, Output might leverage copyrighted or protected works, might not be copyrightable or subject to other intellectual property claims by Customer, might not be unique and might be the same or similar output provided to Contentstack or a third party AI provider.

1.2 Privacy of Customer Content. The AI Integration sends your Input to the AI API for the AI Integration and receives output from that API. Contentstack cannot be, and is not responsible for the use of data, privacy practices or the content of the Contentstack AI Assistant, the AI Integration API or the AI Integration. Customer should be aware of this when using the AI Integration and review the applicable privacy statements and other policies of the third party AI providers.

2. SERVICES.

2.1 AI Integration Feature Use Restrictions. Customer may not use the AI Integration or Output; (i) to develop foundation models or other large scale models that compete with Contentstack or third party AI providers; (ii) to mislead any person that Output from the Services was solely human generated; (iii) to generate spam or content for dissemination in electoral campaigns; (iv) in a manner that violates any technical documentation, usage guidelines, or parameters; or (v) violate applicable laws, rules and/or regulations. 

2.2 Service Level Agreements Are Not Applicable. The Service Level Agreements (“SLA”) set forth in the Agreement, including but not limited to service credits and any other remedies, shall not apply to the services related to the AI Integration.

2.3 Third Party AI Provider Policies. If Customer chooses to use the AI Integration, such use is subject to all applicable third party AI providers; Policies, including their Content Policy; Privacy Terms; Terms of Use; Sharing and Publication Policy; and Usage Policies; and Azure’s Code of conduct for Azure OpenAI Service; Terms of Use; Privacy and Security Terms (collectively the “OpenAI Policies”).

Third Party AI Provider Policies. If you choose to use the Notion AI feature(s), you may not use the Notion AI features in a manner that violates any OpenAI Policy, including their Content Policy; Sharing and Publication Policy; and Community Guidelines.

3. INTELLECTUAL PROPERTY.

3.1 Customer Content. As between Contentstack and Customer, Customer and its licensors own all Customer Content, including all Intellectual Property Rights therein. No ownership rights in the Customer Content are transferred to Contentstack by the Agreement. Customer hereby grants Contentstack a worldwide, non-exclusive, irrevocable, royalty-free, fully paid, sublicensable (to Contentstack’s third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Content in connection with its provision of the Services to Customer. At any time during the Subscription Term, Customer may export Customer Content from the Services using Contentstack’s self-service export functionality in an industry-standard format then-supported by the Services and as specified in the applicable Documentation.

3.2 Ownership by Contentstack. Contentstack or its licensors exclusively retain and will continue to exclusively retain all right, title, interest and ownership of the Software, Services, Documentation, Services Description, Contentstack Confidential Information, Usage Data, Contentstack’s websites, and any derivatives of any of the foregoing as well as and all deliverables created by Contentstack and delivered to Customer, including all Intellectual Property Rights in any of the foregoing (the “Contentstack IP”). No ownership rights in the Contentstack IP are transferred to Customer by the Agreement. Customer does not have any rights in or to the Contentstack IP except for the limited express rights granted in the Agreement. 

4. TERMINATION. Contentstack reserves the right to terminate the use of any AI integration at any time without notice and Customer shall not be entitled to a refund for unused services.

5. USE LIMITATIONS. Contentstack may limit Customer's access to or use of the AI Integration if Contentstack has a reasonable basis to believe that the Output Content or Customer's use of the AI Integration (i) violates the third party providers’ Use Policy; (ii) is inconsistent with the information submitted in connection with Customer's registration to use the AI Integration or (iii) is inconsistent with the terms of the Supplemental Agreement, as updated from time to time. "Output Content" means any data or content output by the AI Integration.

• Customer may not use the AI Integration to discover any underlying components of the models, algorithms, and systems, such as exfiltrating the weights of models.
• Customer may not use web scraping, web harvesting, or web data extraction methods to extract data from the AI Integration or from Output Content.

6. ASSUMPTION OF RISK. Customer assumes all risks associated with the use of the AI Integration, including but not limited to any reliance on Output. The user acknowledges that the AI Integration is a natural language processing tool driven by AI technology and that there may be instances where the AI Integration provides inaccurate or incomplete Outputs. It is Customer’s responsibility to review and validate any Output as use of such Output is at Customer’s sole risk.

7. WARRANTY DISCLAIMER.

7.1 Warranty Disclaimer. CONTENTSTACK DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE OUTPUT OR THE ACCURACY THEREOF. CUSTOMER UNDERSTANDS AND AGREES THAT IT SHALL BE RESPONSIBLE FOR ANY OUTPUT OR USE OF OUTPUT OBTAINED THROUGH THE AI INTEGRATION, INCLUDING ALL CLAIMS ARISING FROM OR RELATED THERETO. CUSTOMER SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THE OUTPUT'S ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF ITS DETAIL OF SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES, MISLEADING INFORMATION OR INHERENT BIAS. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CONTENTSTACK OR THROUGH THE AI INTEGRATION SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY MADE HEREIN. FURTHERMORE, THE AI INTEGRATION AND SERVICES PROVIDED FROM SUCH INTEGRATION ARE PROVIDED “AS-IS” WITHOUT REPRESENTATION OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING (A) ACCURACY OF OUTPUT GENERATED BY AI INTEGRATION; (B) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) NON-INFRINGEMENT; (D) NON-INTERFERENCE; OR (E) THAT THE AI INTEGRATION AND RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. FOR CLARITY, SEC. 8 (WARRANTIES; DISCLAIMERS) SET FORTH IN THE AGREEMENT SHALL NOT APPLY TO, NOR BE INCORPORATED INTO, THE SUPPLEMENTARY TERMS AS TO CLAIMS ARISING FROM THE SUBJECT MATTER COVERED UNDER THESE SUPPLEMENTARY TERMS. 

7.2 Liability Disclaimer. CONTENTSTACK EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM THE USE OF THE AI INTEGRATION WITHIN ITS SOFTWARE APPLICATION AND SERVICES. IN NO EVENT SHALL CONTENTSTACK BE LIABLE FOR: (A) THE COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS OR SERVICES; (B) ANY LOSS OF PROFITS OR CONTRACTS;(C) ANY LOSS OF REVENUE OR BUSINESS OPPORTUNITY; (D) ANY LOSS OF ANTICIPATED SAVINGS; (E) ANY LOSS OF GOODWILL; (F) ANY LOSS OF, OR DAMAGE TO (INCLUDING CORRUPTION OF) DATA (INCLUDING CUSTOMER DATA); (G) ANY INTERRUPTION OF BUSINESS; OR (H) ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN OR IN THE CONTEMPLATION OF THE PARTIES. SEC. 10.1 (CONTENTSTACK INTELLECTUAL PROPERTY INDEMNIFICATION) AND CUSTOMER’S DAMAGE CAP SET FORTH IN SECTION 11.1 (AGGREGATE LIABILITY) SET FORTH IN THE AGREEMENT SHALL NOT APPLY NOR BE INCORPORATED INTO THE SUPPLEMENTARY TERMS AS TO CLAIMS ARISING FROM THE SUBJECT MATTER COVERED UNDER THESE SUPPLEMENTARY TERMS. 

8. INDEMNIFICATION BY CUSTOMER. Customer will defend, indemnify, and hold harmless Contentstack, Contentstack’s affiliates and personnel from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to; (i) Customer’s use of the services provided by the AI Integration; (ii) Customer’s use of the AI Integration in a manner that infringes the Intellectual Property Rights of any third party AI provider; (iii) Contentstack’s processing of Customer Content; (iv) any other claim relating to any Customer Content; (v) Customer’s breach of the Agreement, Supplementary Terms and/or OpenAI Policies; and (vi) Customer’s violation of applicable laws.

9. ACCEPTANCE; MODIFICATIONS.

9.1 Acceptance. By using the AI Integration, the user agrees to these Supplementary Terms and acknowledges that AI will be integrated into Contentstack as described herein, and that the Contentstack disclaims all liability related to the use of AI within Contentstack. 

9.2 Modifications. Contentstack may amend these Supplementary Terms from time to time by posting a revised version on Contentstack’s website. Customer’s continued use of the AI Integration service constitutes Customer’s acceptance of any modification to these Supplementary Terms.